Note 11 – Notes Payable

Notes payables consisted of the following:

Schedule of Notes Payable 

Related Party Demand Notes

JAG Note

In the fourth quarter of 2022, the Company received $500,000 through the issuance of five demand notes (the “JAG Notes”) from a related party, JAG Multi Investments LLC (“JAG”). The Company’s Chief Business Officer is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. On July 10, 2023, the Company received an additional $100,000 from JAG through the issuance of an additional demand note.

On January 21, 2025, the Company received a demand notice from JAG.

On August 13, 2025, the Company and JAG entered into a letter agreement (the “JAG August Letter”) pursuant to which (i) the maturity date of the JAG Notes is extended until September 30, 2025, (ii) if the Company pays $100,000 to JAG before September 30, 2025, the maturity of the JAG Notes will be extended automatically to December 31, 2025, (iii) if the Company pays an additional $175,000 to JAG before the end of each subsequent quarter, the maturity of the JAG Notes will be extended automatically by an additional calendar quarter, until the JAG Notes have been repaid in full, (iv) if the Company raises more than $3,000,000 after the date of the letter agreement, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to repay the JAG Notes, (v) the JAG Notes may be converted by the holder into shares of the Company’s common stock at a conversion price of $80.00 per share, and (iv) the Company agreed to issue to JAG a warrant (the “JAG Warrant”) to purchase up to 3,750 shares of the Company’s common stock at an exercise price of $80.00 per share, exercisable for five years from the date of issuance.

As the JAG August Letter added a conversion feature to the JAG Notes the modification was accounted for as an extinguishment. The Company recognized a loss of $235,712 based on the fair value of the warrants issued with the modification.

On November 13, 2025, the Company and JAG entered into a letter agreement (the “JAG Nov Letter”) pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2025, if the Company pays $100,000 to JAG by November 30, 2025, (ii) the exercise price on the JAG Warrant was reduced from $80.00 per share to $30.00 per share, and (iii) the remaining terms of the JAG August Letter remained unchanged. The Company reviewed the revised terms of the JAG Nov Letter both qualitatively and quantitatively and determined it was a modification.

For the years ended December 31, 2025 and 2024, the Company incurred $60,833 and $61,000 in interest related to the JAG Notes, respectively. In December 2025, the Company repaid $63,000 of interest due on the JAG Notes. As of December 31, 2025 the balance of the JAG Notes was $660,000 plus outstanding accrued interest of $120,437.

Executive Notes

In the fourth quarter of 2022, the Company received $200,000 through the issuance of demand promissory notes of which (1) $100,000 was received from its Chief Executive Officer ($60,000 on November 29, 2022, $15,000 on December 2, 2022, and $25,000 on December 13, 2022) and (2) $100,000 was received from an entity controlled by its Chief Business Officer ($75,000 on November 29, 2022 and $25,000 on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice for the principal amounts, a 10% financing fee, and accrued interest.

For the years ended December 31, 2025 and 2024, the Company incurred $20,278 and $20,333 in interest related to these demand notes, respectively. As of December 31, 2025 the cumulative balance of these demand notes was $220,000 plus outstanding accrued interest of $62,460.

Standard Merchant Cash Advance

On September 25, 2024, the Company entered into a Standard Merchant Cash Advance Agreement (the “Sept 24 Cash Advance Agreement”) with Cedar under which Cedar purchased $384,250 of the Company’s receivables for a gross purchase price of $265,000. The Company received net proceeds of $251,750. Until the purchase price was repaid, the Company agreed to pay Cedar $9,606 per week and, as of July 3, 2025, the purchase price was fully repaid.

The financing fees were recorded as a debt discount. For the year ended December 31, 2025, the Company amortized $86,598 of the debt discount and, as of December 31, 2025, the debt discount was fully amortized. For the year ended December 31, 2024, the Company amortized $45,902 of the debt discount.

Revenue Loan and Security Agreement

On September 29, 2023, the Company, Steven Shum, as a Key Person, and the Company’s wholly-owned subsidiaries Bio X Cell, Inc, INVO CTR, Wood Violet Fertility LLC, FLOW and Orange Blossom Fertility LLC as guarantors (the “Guarantors”), entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V LP (the “Lender”) under which the Lender advanced a gross amount of $1,500,000 to the Company (the “RSLA Loan”). The RSLA Loan has a maturity date of June 29, 2028, is payable in fixed monthly installments, as set forth in the Loan Agreement, and may be prepaid without penalty at any time. The installments include an interest factor that varies based on when the RSLA Loan is fully repaid and is based on a minimum amount that increases from thirty five percent (35%) of the RSLA Loan principal, if fully repaid in the first six months, to one hundred percent (100%) of the RSLA Loan principal, if fully repaid after 30 months from the RSLA Loan’s effective date.

On September 24, 2024, the Company, the Lender, Steven Shum and the Guarantors entered into an amendment to the Loan Agreement, pursuant to which the Lender approved the Sept 24 Cash Advance Agreement and the Company agreed to increase the “Minimum Interest” (as defined in the Loan Agreement) by 0.15x effective as of December 1, 2024, if the Company did not receive equity investment of at least $1,000,000 by November 30, 2024. The Company did not raise such amount by such date, and, as such the Minimum Interest rate due on the RSLA Loan increased by 0.15x.

On August 13, 2025, the Company, the Lender, Steven Shum and the Guarantors entered into a third amendment to the Loan Agreement, pursuant to which (i) the Lender consented to the change of the Company’s name to INVO Fertility, Inc., (ii) the Lender waived the event of default that would result from the entry of judgment pursuant to the Term Sheet with Dr. Pritts and the Pritts Trust, (iii) the parties agreed to an adjusted repayment schedule whereby the monthly payment under the Loan Agreement increased by $20,000, and (iv) the Company agreed to reimburse the Lender for approximately $17,500 in fees and expenses incurred in connection with the third amendment. The Company reviewed the revised terms of the third amendment both qualitatively and quantitatively and as there was more than a 10% change in cash flows determined it should be accounted for an extinguishment. As such the $17,500 in lender fees were expensed immediately as an extinguishment loss.

The financing fees for the RSLA Loan were recorded as a debt discount. For the year ending December 31, 2025, the Company amortized $6,382 of the debt discount and as of December 31, 2025 had a remaining debt discount balance of $22,171. For the year ending December 31, 2025 the Company incurred $498,403 in interest related to the RSLA Loan.

Future Receipts Agreement

On February 26, 2024, the Company finalized an Agreement for the Purchase and Sale of Future Receipts (the “Future Receipts Agreement”) with a buyer (the “Buyer”) under which the Buyer purchased $344,925 of our future sales for a gross purchase price of $236,250. The Company received net proceeds of $225,000. Until the purchase price was repaid, the Company agreed to pay the Buyer $13,797 per week. As of December 31, 2024, the Future Receipts Agreement was fully repaid.

The financing fees were recorded as a debt discount. For the year ended December 31, 2024, the Company amortized $119,925 of the debt discount and, as of December 31, 2024, was fully amortized.

FirstFire Convertible Note

On April 5, 2024, the Company entered into a purchase agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which FirstFire agreed to purchase, and the Company agreed to issue and sell, (i) a promissory note with an aggregate principal amount of $275,000, which is convertible into shares of the Company’s common stock, according to the terms, conditions, and limitations outlined in the note (the “FirstFire Note”), (ii) a warrant to purchase 159 shares of the Company’s common stock at an exercise price of $1728.00 per share, (iii) a warrant to purchase 348 shares of common stock at an exercise price of $14.40 issued to FirstFire, and (iv) 35 shares of common stock, for a purchase price of $250,000. Carter, Terry, & Company, Inc. acted as placement agent for the transaction, for which it received a cash fee of $25,000 and 41 restricted shares of the Company’s common stock.

The FirstFire Note carries an interest rate of twelve percent (12%) per annum, with the first twelve months of interest, amounting to $33,000, guaranteed, and fully earned as of the issue date. The maturity date of the FirstFire Note was twelve (12) months from the issue date, at which point the Principal Amount, together with any accrued and unpaid interest and other fees, shall be due and payable to the holder of the FirstFire Note.

The financing fees for the FirstFire Note were recorded as a debt discount. For the year ending December 31, 2025, the Company amortized $43,677 of the debt discount and, as of December 31, 2025, it was fully amortized. For the year ending December 31, 2025, the Company incurred $11,800 in interest related to the FirstFire Note. For the year ending December 31, 2024, the Company amortized $124,135 of the debt discount and incurred $33,000 in interest related to the FirstFire Note.

On October 14, 2024, $190,000 of the note was converted to 660 shares of common stock. The remaining balance and $33,000 of outstanding interest was paid on January 16, 2025.

7.0% Senior Secured Convertible Debenture

In connection with the NTI Acquisition, on October 11, 2024, the Company issued the Convertible Debenture in the principal amount of $3,934,146 to FNL in an exchange of an outstanding note of NTI held by FNL. The Convertible Debenture carried an interest rate of seven percent (7%) per annum, payable on the first business day of each calendar month commencing November 1, 2024. Monthly principal payments of $437,127 were due to start on March 14, 2025. Upon shareholder approval FNL had the right to convert principal and interest into shares of the Company’s stock as a conversion price of $1400.40 per share. The maturity date of the Convertible Debenture was December 11, 2025 (the “Maturity Date”), at which point the outstanding principal amount, together with any accrued and unpaid interest and other fees, would be due and payable to the holder of the Convertible Debenture.

In November 2024, the Company received an additional $500,000 from FNL under the Convertible Debenture. In January 2025, the Company repaid $500,000 out of the net proceeds from the Jan 2025 Offering (see Note 13 – Stockholder’s Equity for additional information on the Jan 2025 Offering).

Amended and Restated Debenture (May 2025)

On May 23, 2025, the Company agreed to exchange the Convertible Debenture for an amended and restated debenture (the “Amended and Restated Debenture”). The Amended and Restated Debenture carried an interest rate of seven percent (7%) per annum, payable on the fifteenth (15th) day of each calendar month commencing August 15, 2025, and the principal sum was $4,803,175. The maturity date of the Amended and Restated Debenture was February 11, 2026.

Following the Company’s stockholders approval of the issuance of any Company common stock upon conversion of the Amended and Restated Debenture on June 25, 2025, the holder of the Amended and Restated Debenture became entitled to convert any portion of the outstanding and unpaid principal amount and accrued interest into shares of Company common stock at an initial conversion price of $193.20 per share, subject to adjustment as described therein.

Commencing August 15, 2025, and on the 15^th of each month thereafter until the maturity date, the Company would have been required to redeem $686,168, plus accrued but unpaid interest and other fees, of the principal amount of the Amended and Restated Debenture.

The Company reviewed the revised terms of the Amended and Restated Debenture both qualitatively and quantitatively and as there was more than a 10% change in cash flows determined it should be accounted for an extinguishment. The Company recognized an extinguishment loss of $692,270.

At the time of the exchange, the Company lacked sufficient authorized but unissued shares of common stock to satisfy potential conversion of the Amended and Restated Debenture in full. Because the conversion feature could not be classified in equity due to the insufficient authorized share availability, it was required to be bifurcated from the host debt instrument and recognized as a derivative liability measured at fair value through earnings pursuant to ASC 815-15, Embedded Derivatives. Accordingly, the fair value of the conversion feature of $2,129,660 was bifurcated from the host debt instrument on May 23, 2025, and recorded as a derivative liability, with a corresponding debt discount recorded against the carrying value of the Amended and Restated Debenture. The debt discount was amortized to interest expense over the term of the Amended and Restated Debenture using the effective interest method. The Company amortized $396,233 of the debt discount as interest expense during the year ended December 31, 2025 and remaining amount was pro rata recognized as the debenture was converted.

The conversion feature was valued using a binomial lattice model and was revalued at each period end. The fair value as of June 30, 2025 was $222,535, primarily due to a decrease in the Company’s stock price, as such the Company recognized a gain on fair value of $1,145,732.

The authorized share deficiency was remedied on July 23, 2025, when shareholders approved an increase in the Company’s authorized common stock. At that date, the conditions that had previously prevented equity classification were resolved and the derivative liability was reclassified to additional paid-in capital at its then-current fair value of $85,121, in accordance with ASC 815-40. No gain or loss was recognized upon reclassification.

On June 30, 2025, the Company entered into an inducement letter agreement (the “AIR Exercise and Reload Agreement”) with FNL, pursuant to which FNL agreed to exercise its Additional Investment Right to acquire 1,800 shares of C-2 Preferred, with an aggregate stated value of $1,800,000, in exchange for $1,800,000 in principal amount, plus accrued and unpaid interest thereon of the Amended and Restated Debenture.

Amended and Restated Debenture (August 2025)

On August 21, 2025, the Company and FNL entered into an agreement (the “Aug 25 Amendment and Exchange Agreement”) pursuant to which the parties agreed to exchange the Amended and Restated Debenture in exchange for a Second Amended and Restated Debenture to (i) decrease the outstanding principal amount of the Second Amended and Restated Debenture to $1,751,344, (ii) remove provisions related to Monthly Redemption Amounts, as defined in the Second Amended and Restated Debenture, and (iii) make other changes mutually agreed to between the parties.

In consideration of the foregoing amendments, the Company and FNL agreed to reduce the outstanding principal amount of the Second Amended and Restated Debenture by $1,300,000 in exchange for receipt of shares of the Company’s Series C-2 Preferred pursuant to an additional investment right previously granted to FNL with aggregated stated value of $1,300,000. In consideration thereof, the Company agreed to issue 325 shares of additional C-2 Preferred to FNL.

The Company reviewed the revised terms of the Aug 25 Amendment and Exchange Agreement both qualitatively and quantitatively and as there was more than a 10% change in cash flows determined it should be accounted for an extinguishment. The Company recognized an extinguishment loss of $1,248,747.

On September 29, 2025, the Company and FNL entered into an exchange agreement pursuant to which FNL agreed to exchange the Second Amended and Restated Debenture held by FNL for receipt of shares of Series C-2 Preferred with an aggregated stated value of $1,334,000. In consideration thereof, the Company agreed to issue 467 additional shares of Series C-2 Preferred to FNL. As a result, the Second Amended and Restated Debenture has been paid in full.

For the year ended December 31, 2025 and 2024, the Company incurred $106,922 in interest related to the Original Debenture, $59,104 in interest related to the First Amended and Restated Debenture, and $10,734 in interest related to the Second Amended and Restate Debenture. For the year ended December 31, 2024, the Company incurred $69,838 in interest related to the Original Debenture.

Long-term debt maturities at December 31, 2025:

 Schedule of Long-term Debt Maturities